Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of: May 2024

Commission file number 001-36898

COLLIERS INTERNATIONAL GROUP INC.

(Translation of registrant’s name into English)

1140 Bay Street, Suite 4000

Toronto, Ontario, Canada

M5S 2B4

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☐ Form 40-F ☒

Exhibit 99.1 of this Form 6-K shall be incorporated by reference as an exhibit to the registrant’s registration statement on Form F-10 (File No. 333-277184).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

		COLLIERS INTERNATIONAL GROUP INC.



Date: May 6, 2024		/s/ Christian Mayer
		Name: Christian Mayer
		Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description of Exhibit

99.1	Interim consolidated financial statements and management’s discussion & analysis for the three-month period ended March 31, 2024.

Exhibit 99.1

Page 2 of 20

Colliers International Group Inc.
Consolidated Statements of Earnings (Loss)
(Unaudited)
(in thousands of US dollars, except per share amounts)

	Three months
	ended March 31
	2024			2023
Revenues (note 18)	$	1,001,980		$	965,903
Cost of revenues (exclusive of depreciation and
amortization shown below)		606,245			586,260
Selling, general and administrative expenses		299,960			281,539
Depreciation		15,422			12,649
Amortization of intangible assets		35,086			36,843
Acquisition-related items (note 6)		1,940			26,468
Operating earnings		43,327			22,144

Interest expense, net		19,872			22,832
Equity earnings from non-consolidated investments		(436	)		(3,154	)
Other income		(215	)		(166	)
Earnings before income tax		24,106			2,632
Income tax expense (note 15)		9,970			3,539
Net earnings (loss)		14,136			(907	)

Non-controlling interest share of earnings		8,921			10,941
Non-controlling interest redemption increment (note 12)		(7,442	)		8,304

Net earnings (loss) attributable to Company	$	12,657		$	(20,152	)

Net earnings (loss) per common share (note 13)
Basic	$	0.26		$	(0.47	)
Diluted	$	0.26		$	(0.47	)
The accompanying notes are an integral part of these interim consolidated financial statements.

Page 3 of 20

Colliers International Group Inc.
Consolidated Statements of Comprehensive Earnings (Loss)
(Unaudited)
(in thousands of US dollars)
	Three months
	ended March 31
	2024			2023
Net earnings (loss)	$	14,136		$	(907	)
Other comprehensive earnings (loss):
Change in foreign currency translation		(7,429	)		(3	)
Unrealized gain (loss) on interest rate swaps, net of tax		7,070			(3,884	)
Pension liability adjustments, net of tax		-			(257	)
Total other comprehensive loss, net		(359	)		(4,144	)
Comprehensive earnings (loss)		13,777			(5,051	)
Less: Comprehensive earnings attributable to non-controlling interests		8,264			17,544
Comprehensive earnings (loss) attributable to Company	$	5,513		$	(22,595	)
The accompanying notes are an integral part of these interim consolidated financial statements.

Page 4 of 20

Colliers International Group Inc.
Consolidated Balance Sheets
(Unaudited)
(in thousands of US dollars)

		March 31, 2024			December 31, 2023
Assets
Current assets
Cash and cash equivalents	$	165,321		$	181,134
Restricted cash		40,136			37,941
Accounts receivable, net of allowance of $28,357 (December 31, 2023 - $36,382)		594,451			643,375
Contract assets (note 18)		109,633			83,389
Warehouse receivables (note 16)		27,499			177,104
Income tax recoverable		41,701			48,104
Prepaid expenses and other current assets (note 16)		275,786			258,725
Warehouse fund assets (note 5)		42,982			44,492
		1,297,509			1,474,264
Other receivables		12,304			11,857
Contract assets (note 18)		17,903			19,691
Other assets		164,875			157,197
Warehouse fund assets (note 5)		80,382			47,536
Fixed assets		203,554			202,837
Operating lease right-of-use assets		372,788			390,565
Deferred tax assets, net		57,313			59,468
Intangible assets (note 7)		1,044,360			1,080,471
Goodwill		2,021,326			2,038,240
		3,974,805			4,007,862
	$	5,272,314		$	5,482,126
Liabilities and shareholders' equity
Current liabilities
Accounts payable and accrued expenses	$	468,065		$	535,769
Accrued compensation		416,569			569,166
Income tax payable		11,158			16,527
Contract liabilities (note 18)		46,458			45,293
Long-term debt - current (note 8)		12,905			1,796
Contingent acquisition consideration - current (note 16)		36,211			13,944
Warehouse credit facilities (note 9)		21,403			168,780
Operating lease liabilities		88,006			89,938
		1,100,775			1,441,213
Long-term debt (note 8)		1,337,471			1,500,843
Contingent acquisition consideration (note 16)		4,632			30,768
Operating lease liabilities		359,857			375,454
Other liabilities		121,825			120,565
Deferred tax liabilities, net		38,900			43,191
Liabilities related to warehouse fund assets (note 5)		84,545			47,536
		1,947,230			2,118,357
Redeemable non-controlling interests (note 12)		1,060,207			1,072,066
Shareholders' equity
Common shares		1,432,085			1,127,034
Contributed surplus		126,084			123,394
Deficit		(320,209	)		(332,866	)
Accumulated other comprehensive loss		(76,715	)		(69,571	)
Total Company shareholders' equity		1,161,245			847,991
Non-controlling interests		2,857			2,499
Total shareholders' equity		1,164,102			850,490
	$	5,272,314		$	5,482,126
Commitments and contingencies (note 17)
The accompanying notes are an integral part of these interim consolidated financial statements.

Page 5 of 20

Colliers International Group Inc.
Consolidated Statements of Shareholders' Equity
(Unaudited)
(in thousands of US dollars, except share information)

	Common shares										Accumulated
	Issued and										other			Non-		Total
	outstanding				Contributed						comprehensive			controlling		shareholders'
	shares		Amount		surplus			Deficit			loss			interests		equity
Balance, December 31, 2023		47,549,376	$	1,127,034	$	123,394		$	(332,866	)	$	(69,571	)	$	2,499	$	850,490
Net earnings		-		-		-			14,136			-			-		14,136
Foreign currency translation loss		-		-		-			-			(7,429	)		-		(7,429	)
Unrealized gain on interest rate
swaps, net of tax		-		-		-			-			7,070			-		7,070
Other comprehensive earnings
attributable to NCI		-		-		-			-			(6,785	)		50		(6,735	)
NCI share of earnings		-		-		-			(8,921	)		-			308		(8,613	)
NCI redemption increment		-		-		-			7,442			-			-		7,442
Subordinate Voting Shares:
Stock option expense		-		-		6,688			-			-			-		6,688
Stock options exercised		202,500		18,127		(3,998	)		-			-			-		14,129
Issuance of Subordinate
Voting Shares (note 13)		2,479,500		286,924		-			-			-			-		286,924
Balance, March 31, 2024		50,231,376	$	1,432,085	$	126,084		$	(320,209	)	$	(76,715	)	$	2,857	$	1,164,102

	Common shares										Accumulated
	Issued and										other			Non-			Total
	outstanding				Contributed						comprehensive			controlling			shareholders'
	shares		Amount		surplus			Deficit			loss			interests			equity
Balance, December 31, 2022		42,933,156	$	845,680	$	104,504		$	(384,199	)	$	(76,288	)	$	3,677		$	493,374
Net loss		-		-		-			(907	)		-			-			(907	)
Pension liability adjustment,
net of tax		-		-		-			-			(257	)		-			(257	)
Foreign currency translation loss		-		-		-			-			(3	)		-			(3	)
Unrealized loss on interest rate
swaps, net of tax		-		-		-			-			(3,884	)		-			(3,884	)
Other comprehensive earnings
attributable to NCI		-		-		-			-			1,701			177			1,878
NCI share of earnings		-		-		-			(10,941	)		-			927			(10,014	)
NCI redemption increment		-		-		-			(8,304	)		-			-			(8,304	)
Distributions to NCI		-		-		-			-			-			(146	)		(146	)
Acquisition of businesses, net		-		-		-			-			-			(32	)		(32	)
Subsidiaries’ equity transactions		-		-		338			-			-			-			338
Subordinate Voting Shares:
Stock option expense		-		-		5,657			-			-			-			5,657
Stock options exercised		230,500		20,062		(4,491	)		-			-			-			15,571
Balance, March 31, 2023		43,163,656	$	865,742	$	106,008		$	(404,351	)	$	(78,731	)	$	4,603		$	493,271
The accompanying notes are an integral part of these interim consolidated financial statements.

Page 6 of 20

Colliers International Group Inc.
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands of US dollars)
	Three months
	ended March 31
	2024			2023

Cash provided by (used in)

Operating activities
Net earnings (loss)	$	14,136		$	(907	)

Items not affecting cash:
Depreciation and amortization		50,508			49,492
Gains attributable to mortgage servicing rights		(1,315	)		(3,035	)
Gains attributable to the fair value of mortgage
premiums and origination fees		(2,199	)		(4,017	)
Deferred tax		(3,989	)		(10,989	)
Equity earnings from non-consolidated investments		(436	)		(3,154	)
Stock option expense (note 14)		6,688			5,657
Amortization of advisor loans		10,898			7,610
Contingent consideration (note 6)		(3,668	)		24,212
Other		(20	)		984
Decrease (increase) in accounts receivable, prepaid expenses and other assets		4,641			(29,755	)
Increase (decrease) in accounts payable, accrued expenses and other liabilities		(46,642	)		3,111
Decrease in accrued compensation		(146,932	)		(180,308	)
Contingent acquisition consideration paid		(2,738	)		(272	)
Proceeds received on sale of mortgage loans		299,401			99,248
Principal funded on originated mortgage loans		(148,526	)		(184,508	)
Increase (decrease) in warehouse credit facilities		(147,377	)		88,045
Sales to AR Facility, net (note 10)		(20,045	)		6,018
Net cash used in operating activities		(137,615	)		(132,568	)

Investing activities
Purchases of fixed assets		(16,873	)		(18,883	)
Advisor loans issued		(16,388	)		(20,771	)
Purchases of warehouse fund assets		(36,426	)		(37,996	)
Proceeds from disposal of warehouse fund assets		4,944			44,000
Collections of AR facility deferred purchase price (note 10)		33,918			30,772
Other investing activities		(19,027	)		(296	)
Net cash used in investing activities		(49,852	)		(3,174	)

Financing activities
Increase in long-term debt		326,675			357,084
Repayment of long-term debt		(431,727	)		(184,664	)
Issuance of subordinate voting shares (note 13)		286,924			-
Purchases of non-controlling interests' subsidiary shares, net		(2,654	)		(12,544	)
Contingent acquisition consideration paid		-			(535	)
Proceeds received on exercise of stock options		14,129			15,571
Dividends paid to common shareholders		(7,132	)		(6,440	)
Distributions paid to non-controlling interests		(10,306	)		(11,061	)
Other financing activities		-			(49	)
Net cash provided by financing activities		175,909			157,362

Effect of exchange rate changes on cash, cash equivalents and restricted cash		(2,060	)		1,991

Net change in cash, cash equivalents and restricted cash		(13,618	)		23,611

Cash, cash equivalents and restricted cash, beginning of period		219,075			199,042
Cash, cash equivalents and restricted cash, end of period	$	205,457		$	222,653
The accompanying notes are an integral part of these interim consolidated financial statements.

Page 7 of 20

Colliers International Group Inc.

Notes to Consolidated Financial Statements

(unaudited)

(in thousands of US dollars, except share and per share amounts)

1.	Description of the business

Colliers International Group Inc. (“Colliers” or the “Company”) provides commercial real estate professional services and investment management to corporate and institutional clients in 34 countries around the world (68 countries including affiliates and franchisees). Colliers’ primary service lines are Outsourcing & Advisory, Investment Management (“IM”), Leasing and Capital Markets. Operationally, Colliers is organized into four distinct segments: Americas; Europe, Middle East and Africa (“EMEA”); Asia and Australasia (“Asia Pacific”) and Investment Management.

2.	Summary of presentation

These unaudited Interim Consolidated Financial Statements (the “Financial Statements”) have been prepared by the Company in accordance with disclosure requirements for the presentation of interim financial information. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America have been condensed or omitted in accordance with such disclosure requirements. These Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023.

These Financial Statements follow the same accounting policies as the most recent audited consolidated financial statements, except as noted in Note 3. In the opinion of management, the Financial Statements contain all adjustments necessary to a fair statement of the financial position of the Company as at March 31, 2024 and the results of operations and its cash flows for the three months ended March 31, 2024 and 2023. All such adjustments are of a normal recurring nature. The results of operations for the three-month period ended March 31, 2024, are not necessarily indicative of the results to be expected for the year ending December 31, 2024.

3.	Impact of recently issued accounting standards

Recently adopted accounting guidance

Reference Rate Reform

The FASB has issued three ASUs related to reference rate reform. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and in January 2021 the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope. With reference rates like the various tenors of the London Interbank Offered Rates (“LIBOR”) being discontinued between December 31, 2021 and June 30, 2023, a significant volume of contracts and other arrangements will be impacted by the transition required to alternative reference rates. The ASUs provides optional expedients and exceptions to reduce the costs and complexity of applying existing GAAP to contract modifications and hedge accounting if certain criteria are met. The standard is effective for a limited time for all entities through December 31, 2022. In December 2022, FASB issued ASU No. 2022-06 Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, with immediate effect, to defer the sunset date from December 31, 2022 to December 31, 2024, after which the entities will no longer be permitted to apply the relief in Topic 848. The Company has certain debt arrangements which may qualify for use of the practical expedients permitted under the guidance. The Company has evaluated and will continue to evaluate arrangements subject to rate reform and the options under the ASUs to facilitate an orderly transition to alternative reference rates and their potential impacts on its consolidated financial statements and disclosures.

Page 8 of 20

Recently issued accounting guidance, not yet adopted

Improvements to Reportable Segment Disclosures

In November 2023, FASB issued ASU No. 2023-07 Improvements to Reportable Segment Disclosures. The amendments in this update improve financial reporting by requiring disclosure of incremental segment information on an interim and annual basis, primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted with retrospective application to all prior periods presented in the financial statements. The Company is currently assessing the impacts of this ASU on its disclosures for the year ended December 31, 2024.

Improvements to Income Tax Disclosures

In December 2023, FASB issued ASU No. 2023-09 Improvements to Income Tax Disclosures. The amendments in this update encourage transparency in income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disclosures. The amendments are effective for annual periods beginning after December 15, 2024 with early adoption permitted and should be applied on a prospective basis, however, retrospective application is permitted. The Company is currently assessing the impacts of this ASU on its disclosures.

4.	Acquisitions

During the three months ended March 31, 2024, the Company did not make any significant adjustments to the allocation of the purchase consideration for acquisitions completed in 2023.

Contingent acquisition consideration

The Company typically structures its business acquisitions to include contingent consideration. Certain vendors, at the time of acquisition, are entitled to receive a contingent consideration payment if the acquired businesses achieve specified earnings levels during the one- to five-year periods following the dates of acquisition. The ultimate amount of payment is determined based on a formula, the key inputs to which are (i) a contractually agreed maximum payment; (ii) a contractually specified earnings level and (iii) the actual earnings for the contingency period. If the acquired business does not achieve the specified earnings level, the maximum payment is reduced for any shortfall, potentially to nil.

Unless it contains an element of compensation, contingent consideration is recorded at fair value each reporting period. The fair value recorded on the consolidated balance sheet as at March 31, 2024, was $40,843 (December 31, 2023 - $44,712). See note 16 for discussion on the fair value of contingent consideration. Contingent consideration where the seller is required to remain employed to be entitled to payment is considered to have a compensatory element and is revalued at each reporting period and recognized on a straight-line basis over the term of the contingent consideration arrangement. The liability recorded on the balance sheet for the compensatory element of contingent consideration arrangements as at March 31, 2024, was $87,310 (December 31, 2023 - $90,480). The estimated range of outcomes (undiscounted) for all contingent consideration arrangements, including those with an element of compensation is determined based on the likelihood of achieving specified earnings levels over the contingency period, and ranges from $343,856 to a maximum of $401,084. These contingencies will expire during the period extending to September 2028.

5.	Warehouse fund assets

During the three months ended March 31, 2024, the Company acquired controlling interest in one investment in land located in the United States. The Company divested one of its investments during the first quarter, including the assets held at December 31, 2023, with de minimis gain. The Company typically divests investments in warehouse fund assets within 12 months without significant gain or loss.

As is customary for closed-end funds, the Company typically holds an equity interest of between 1% and 2% in these funds. There was no significant impact on net earnings related to warehouse fund assets in the three months ended March 31, 2024, or 2023.

Page 9 of 20

The following table summarizes the warehouse fund assets:



	March 31,		December 31,
	2024		2023
Warehouse fund assets
Warehouse fund assets	$	42,982	$	44,492
Warehouse fund assets - non-current	$	80,382	$	47,536
Total warehouse fund assets	$	123,364	$	92,028
Liabilities related to warehouse fund assets
Liabilities related to warehouse fund assets - non-current	$	84,545	$	47,536
Total liabilities related to warehouse fund assets	$	84,545	$	47,536
Net warehouse fund assets	$	38,819	$	44,492

6.	Acquisition-related items


	Three months ended
	March 31
	2024			2023
Transaction costs	$	5,608		$	2,256
Contingent consideration fair value adjustments (note 16)		(3,253	)		2,211
Contingent consideration compensation expense (note 4)		(415	)		22,001
	$	1,940		$	26,468

7.	Intangible assets

The following table summarizes the gross value, accumulated amortization and net carrying value of the Company’s indefinite life and finite life intangible assets:

	Gross
	carrying		Accumulated
March 31, 2024	amount		amortization		Net
Indefinite life intangible assets:
Licenses	$	29,200	$	-	$	29,200
Trademarks and trade names		23,306		-		23,306
	$	52,506	$	-	$	52,506
Finite life intangible assets:
Customer lists and relationships	$	700,376	$	230,928	$	469,448
Investment management contracts		590,399		195,073		395,326
Mortgage servicing rights ("MSRs")		193,495		88,465		105,030
Trademarks and trade names		27,487		8,315		19,172
Management contracts and other		13,767		10,965		2,802
Backlog		907		831		76
	$	1,526,431	$	534,577	$	991,854
	$	1,578,937	$	534,577	$	1,044,360

Page 10 of 20

	Gross
	carrying		Accumulated
December 31, 2023	amount		amortization		Net
Indefinite life intangible assets:
Licenses	$	29,200	$	-	$	29,200
Trademarks and trade names		23,408		-		23,408
	$	52,608	$	-	$	52,608
Finite life intangible assets:
Customer lists and relationships	$	707,355	$	218,435	$	488,920
Investment management contracts		591,826		181,653		410,173
Mortgage servicing rights ("MSRs")		188,489		84,058		104,431
Trademarks and trade names		27,563		7,486		20,077
Management contracts and other		13,893		10,547		3,346
Backlog		6,349		5,433		916
	$	1,535,475	$	507,612	$	1,027,863
	$	1,588,083	$	507,612	$	1,080,471

The MSR assets are evaluated quarterly for impairment by stratifying the servicing portfolio according to predominant risk characteristics, primarily investor type and interest rate. An impairment is recorded if the carrying value of an individual stratum exceeds its estimated fair value. There was no impairment recorded for the three-month period ended March 31, 2024, or 2023.

The following table summarizes activity related to the Company’s mortgage servicing rights for the year ended March 31, 2024:

	2024
Balance, January 1	$	104,431
Additions, following the sale of loan		5,006
Amortization		(3,867	)
Prepayments and write-offs		(540	)
Balance, March 31	$	105,030

The following is the estimated future expense for amortization of the finite life intangible assets for each of the next five years and thereafter:

For the year ended December 31,	MSRs		Other Intangibles		Total
2024 (remaining nine months)	$	9,645	$	82,939	$	92,584
2025		11,688		103,221		114,909
2026		11,019		102,446		113,465
2027		10,250		93,128		103,378
2028		9,588		87,154		96,742
Thereafter		52,840		417,936		470,776
	$	105,030	$	886,824	$	991,854

8.	Long-term debt

On April 28, 2023, the Company increased the multi-currency, sustainability-linked senior unsecured revolving credit facility (the “Revolving Credit Facility”) by $250,000 from $1,500,000 to $1,750,000 as per the terms of the agreement. The Revolving Credit Facility has a 5-year term ending May 27, 2027, and bears interest at an applicable margin of 1.125% to 2.5% over floating reference rates, depending on financial leverage ratios. The applicable margin may be adjusted, annually, plus or minus 0.05% subject to achieving certain sustainability metrics. For the three-month period ended March 31, 2024, the weighted average interest rate on borrowings under the Revolving Credit Facility was 7.0% (December 31, 2023 – 6.6%). The Revolving Credit Facility had $914,348 of available undrawn credit as at March 31, 2024 ($759,358 as at December 31, 2023). As at March 31, 2024, letters of credit in the amount of $13,177 were outstanding against the Revolving Credit Facility ($13,532 as at December 31, 2023). The Revolving Credit Facility requires a commitment fee of 0.11% to 0.35% of the unused portion, depending on financial leverage ratios.

Page 11 of 20

The Company has outstanding €210,000 of senior unsecured notes with a fixed interest rate of 2.23% (the “Senior Notes due 2028”), which are held by a group of institutional investors. The Senior Notes due 2028 have a 10-year term ending May 30, 2028.

The Company also has outstanding €125,000 and $150,000 of senior unsecured notes with fixed interest rates of 1.52% and 3.02%, respectively (the “Senior Notes due 2031”), which are held by a group of institutional investors. The Senior Notes due 2031 have a 10-year term ending October 7, 2031.

The Revolving Credit Facility, Senior Notes due 2028, and Senior Notes due 2031 rank equally in terms of seniority and have similar financial covenants, including leverage and interest coverage. The Company was in compliance with all covenants as of March 31, 2024. The Company is limited from undertaking certain mergers, acquisitions and dispositions without prior approval.

9.	Warehouse credit facilities

The following table summarizes the Company’s mortgage warehouse credit facilities:

		March 31, 2024				December 31, 2023
	Current	Maximum		Carrying		Maximum		Carrying
	Maturity	Capacity		Value		Capacity		Value
Facility A - SOFR plus 1.40%	October 17, 2024	$	275,000	$	21,403	$	275,000	$	168,780
Facility B - SOFR plus 1.45%	On demand		125,000		-		125,000		-
		$	400,000	$	21,403	$	400,000	$	168,780

Colliers Mortgage LLC (“Colliers Mortgage”) has warehouse credit facilities which are used exclusively for the purpose of funding warehouse mortgages receivable. The warehouse credit facilities are recourse only to Colliers Mortgage, are revolving and are secured by warehouse mortgages financed on the facilities.

10.

AR Facility

In 2019, the Company entered into a structured accounts receivable facility (the “AR Facility”). Under the AR Facility, certain of the Company's subsidiaries continuously sell trade accounts receivable and contract assets (the “Receivables”) to wholly owned special purpose entities at fair market value. The special purpose entities in turn sell the Receivables to a third-party financial institution (the “Purchaser”). As of March 31, 2024, the Company’s draw under the $200,000 AR Facility was $180,065.

All transactions under the AR Facility are accounted for as a true sale in accordance with ASC 860, Transfers and Servicing (“ASC 860”). Following the sale of the Receivables to the Purchaser, the Receivables are legally isolated from the Company and its wholly owned special purpose entities. The AR Facility is recorded as a sale of accounts receivable, and accordingly sold receivables are derecognized from the consolidated balance sheet. The Company continues to service, administer and collect the Receivables on behalf of the Purchaser, and recognizes a servicing liability in accordance with ASC 860. The Company has elected the amortization method for subsequent measurement of the servicing liability, which is assessed for changes in the obligation at each reporting date. As of March 31, 2024, the servicing liability was nil.

Under the AR Facility, the Company receives a cash payment and a deferred purchase price (“Deferred Purchase Price” or “DPP”) for sold Receivables. The DPP is paid to the Company in cash on behalf of the Purchaser as the Receivables are collected; however, due to the revolving nature of the AR Facility, cash collected from the Company's customers is reinvested by the Purchaser monthly in new Receivable purchases under the AR Facility. As at March 31, 2024, the DPP was $87,699 (December 31, 2023 - $107,743) and was included in Prepaid expenses and other current assets on the Consolidated Balance Sheets. For the three months ending March 31, 2024, Receivables sold under the AR Facility were $392,633 and cash collections from customers on Receivables sold were $435,921, all of which were reinvested in new Receivables purchases and are included in cash flows from operating activities in the consolidated statement of cash flows. As of March 31, 2024, the outstanding principal on trade accounts receivable, net of expected credit losses, sold under the AR Facility was $186,407; and the outstanding principal on contract assets, current and non-current, sold under the AR Facility was $110,962. See note 16 for fair value information on the DPP.

Page 12 of 20

For the three months ended March 31, 2024, the Company recognized a loss related to Receivables sold of $5 (2023 - $123 gain) that was recorded in other expense in the consolidated statement of earnings. Based on the Company’s collection history, the fair value of the Receivables sold subsequent to the initial sale approximates carrying value.

The non-cash investing activities associated with the DPP for the three months ended March 31, 2024, were $14,473.

11.

Variable interest entities

The Company holds variable interests in certain Variable Interest Entities (“VIE”) in its Investment Management segment which are not consolidated as it was determined that the Company is not the primary beneficiary. The Company’s involvement with these entities is in the form of advisory fee arrangements and equity co-investments (typically 1%-2%). Equity co-investments are included in Other non-current assets on the consolidated balance sheets.

The following table provides the maximum exposure to loss related to these non-consolidated VIEs:

	March 31,		December 31,
	2024		2023
Non-consolidated investments	$	29,923	$	29,631
Co-investment commitments		43,179		42,395
Maximum exposure to loss	$	73,102	$	72,026

12.

Redeemable non-controlling interests

The minority equity positions in the Company’s subsidiaries are referred to as redeemable non-controlling interests (“RNCI”). The RNCI are considered to be redeemable securities. Accordingly, the RNCI is recorded at the greater of (i) the redemption amount or (ii) the amount initially recorded as RNCI at the date of inception of the minority equity position. This amount is recorded in the “mezzanine” section of the balance sheet, outside of shareholders’ equity. Changes in the RNCI amount are recognized immediately as they occur. The following table provides a reconciliation of the beginning and ending RNCI amounts:

	2024
Balance, January 1	$	1,072,066
RNCI share of earnings		8,612
RNCI redemption increment		(7,442	)
Distributions paid to RNCI		(10,394	)
Purchase of interests from RNCI		(3,194	)
Sale of interests to RNCI		559
Balance, March 31	$	1,060,207

The Company has shareholders’ agreements in place at each of its non-wholly owned subsidiaries. These agreements allow the Company to “call” the RNCI at a price determined with the use of a formula price, which is usually equal to a fixed multiple of average annual net earnings before income taxes, interest, depreciation, and amortization. The agreements also have redemption features which allow the owners of the RNCI to “put” their equity to the Company at the same price subject to certain limitations. The formula price is referred to as the redemption amount and may be paid in cash or in Subordinate Voting Shares. The redemption amount as of March 31, 2024, was $920,429 (December 31, 2023 - $943,235). The redemption amount is lower than that recorded on the balance sheet as the formula price of certain RNCI are lower than the amount initially recorded at the inception of the minority equity position. If all put or call options were settled with Subordinate Voting Shares as at March 31, 2024, approximately 7,650,000 such shares would be issued.

Page 13 of 20

Increases or decreases to the formula price of the underlying shares are recognized in the statement of earnings as the NCI redemption increment.

13.

Net earnings per common share

The stock options were anti-dilutive for the three-month period ended March 31, 2023 and dilutive for the three-month period ended March 31, 2024.

For the three-month period ended March 31, 2023, diluted EPS is calculated using the “if-converted” method of calculating earnings per share in relation to the Company’s 4.0% Convertible Senior Subordinated Notes due 2025 (the “Convertible Notes”) which were fully converted or redeemed by June 1, 2023. The “if-converted” method is used if the impact of the assumed conversion is dilutive. When dilutive, the interest charges (net of income tax) recorded in relation to the Convertible Notes prior to conversion or redemption is adjusted from the numerator and the additional shares issuable on conversion of the Convertible Notes for the portion of the period while they were outstanding are added to the denominator of the earnings per share calculation. The “if-converted” method was anti-dilutive for the three-month period ended March 31, 2023.

The following table reconciles the basic and diluted common shares outstanding:

	Three months ended
	March 31
(in thousands)	2024		2023
Net earnings (loss) attributable to Company	$	12,657	$	(20,152	)
After-tax interest on Convertible Notes		-		-
Adjusted numerator considering the If-Converted Method	$	12,657	$	(20,152	)

Weighted average common shares - Basic		48,498		43,047
Exercise of stock options		347		-
Conversion of Convertible Notes		-		-
Weighted average common shares - Diluted		48,845		43,047

On April 4, 2023, the Company issued a notice of redemption to all holders of the Convertible Notes. During the period leading up to the redemption date of June 1, 2023, $230,000 of Convertible Notes were converted or redeemed resulting in the issuance of 4,015,720 Subordinate Voting Shares.

On February 28, 2024, the Company issued 2,479,500 Subordinate Voting Shares for gross proceeds of $300,019. The total proceeds net of commissions and fees, were recorded in common shares. The net proceeds were used to repay balance outstanding on the Revolving Credit Facility.

14.

Stock-based compensation

The Company has a stock option plan for certain officers, key full-time employees and directors of the Company and its subsidiaries. Options are granted at the market price for the underlying shares on the day immediately prior to the date of grant. Each option vests over a four-year term, expires five years from the date granted and allows for the purchase of one Subordinate Voting Share. All Subordinate Voting Shares issued are new shares. As at March 31, 2024, there were 102,300 options available for future grants.

Grants under the Company’s stock option plan are equity-classified awards.

Page 14 of 20

Stock option activity for the three months ended March 31, 2024 was as follows:

						Weighted average
				Weighted		remaining		Aggregate
	Number of			average		contractual life		intrinsic
	options			exercise price		(years)		value
Shares issuable under options -
December 31, 2023		3,242,250		$	101.73
Exercised		(202,500	)		69.77
Shares issuable under options -
March 31, 2024		3,039,750		$	103.86		3.1	$	66,077
Options exercisable - March 31, 2024		1,183,039		$	99.01		2.2	$	32,071

The amount of compensation expense recorded in the statement of earnings for the three months ended March 31, 2024 was $6,688 (2023 - $5,657). As of March 31, 2024, there was $42,624 of unrecognized compensation cost related to non-vested awards which is expected to be recognized over the next 4 years. During the three-month period ended March 31, 2024, the fair value of options vested was $283 (2023 - $2,555).

15.

Income tax

The provision for income tax for the three months ended March 31, 2024, reflected an effective tax rate of 41.4% (2023 - 134.5%) relative to the combined statutory rate of approximately 26.5% (2023 - 26.5%). The tax rate of both current and prior periods were impacted by (i) the amortization of intangible assets and contingent acquisition consideration associated with an investment in a UK flowthrough entity, on which no tax benefit was recognizable and (ii) valuation allowances on losses incurred by certain subsidiaries.

16.

Financial instruments

Fair values of financial instruments

The following table provides the financial assets and liabilities carried at fair value measured on a recurring basis as of March 31, 2024:

	Level 1		Level 2		Level 3
Assets
Cash equivalents	$	3,795	$	-	$	-
Equity securities		9,422		12		-
Debt securities		-		54,077		-
Mortgage derivative assets		-		-		7,772
Warehouse receivables		-		27,499		-
Interest rate swap assets		-		12,424		-
Deferred Purchase Price on AR Facility		-		-		87,699
Total assets	$	13,217	$	94,012	$	95,471

Liabilities
Mortgage derivative liabilities	$	-	$	-	$	4,734
Contingent consideration liabilities		-		-		40,843
Total liabilities	$	-	$	-	$	45,577

Equity securities, debt securities, mortgage derivative assets, interest rate swap assets and the deferred purchase price on the AR Facility were included in prepaid expenses and other current assets on the consolidated balance sheets. There were no significant non-recurring fair value measurements recorded during the three months ended March 31, 2024.

Page 15 of 20

Cash equivalents

Cash equivalents include highly liquid investments with original maturities of less than three months. Actively traded cash equivalents where a quoted price is readily available are classified as Level 1 in the fair value hierarchy.

Debt and equity securities

The Company records debt and equity securities at fair value on the consolidated balance sheets. These financial instruments are valued based on observable market data that may include quoted market prices dealer quotes, market spreads, cash flows, the US Treasury yield curve, trading levels, market consensus prepayment speeds, credit information and the instruments’ terms and conditions and are classified as Level 2 of the fair value hierarchy.

Certain investments in equity securities where quoted prices are readily available are classified as Level 1 in the fair value hierarchy. The Company increases or decreases its investment each reporting period by the change in the fair value of the investment reported in net earnings on the consolidated statements of earnings.

Mortgage-related derivatives

Interest rate lock commitments and forward sale commitments are derivative instruments which use a discounted cash flow model and consider observable market data in determining their fair values, particularly changes in interest rates. In the case of interest rate lock commitments, the fair value measurement also considers the expected net cash flows associated with the servicing of the loans. The Company also considers the impact of unobservable inputs related to counterparty non-performance risk when measuring the fair value of these derivatives. Therefore, these mortgage-related derivatives are categorized as Level 3. The mortgage-related derivative assets and liabilities are included in Prepaid expenses and other current assets and Accounts payable and accrued expenses, respectively, on the consolidated balance sheets.

Given the credit quality of the Company’s counterparties, the short duration of interest rate lock commitments and forward sale commitments and the Company’s historical experience, management does not believe the risk of non-performance is significant. An increase in counterparty non-performance risk assumptions would result in a lower fair value measurement.

Changes in the fair value of the net mortgage derivative assets and liabilities comprise the following:

	2024
Balance, January 1	$	3,677
Settlements		(10,491	)
Realized gains recorded in earnings		6,814
Unrealized gains recorded in earnings		3,037
Balance, March 31	$	3,037

Warehouse receivables

Warehouse receivables represent mortgage loans originated by the Company with commitments to sell to third party investors. Principal funded on mortgage loans plus gains attributable to the fair value of mortgage premiums and origination fees increase warehouse receivables and proceeds received from the sale of mortgage loans to third party investors reduce warehouse receivables. As at March 31, 2024, all warehouse facility liabilities are supported by mortgage warehouse receivables which are under commitment to be purchased by a qualifying investor. These assets are classified as Level 2 in the fair value hierarchy as a substantial majority of the inputs are readily observable.

AR Facility deferred purchase price (“DPP”)

The Company recorded a DPP under its AR Facility. The DPP represents the difference between the fair value of the Receivables sold and the cash purchase price and is recognized at fair value as part of the sale transaction. The DPP is remeasured each reporting period in order to account for activity during the period, including the seller’s interest in any newly transferred Receivables, collections on previously transferred Receivables attributable to the DPP and changes in estimates for credit losses. Changes in the DPP attributed to changes in estimates for credit losses are expected to be immaterial, as the underlying Receivables are short-term and of high credit quality. The DPP is valued using Level 3 inputs, primarily discounted cash flows, with the significant inputs being discount rates ranging from 2.5% to 5.0% depending upon the aging of the Receivables. See note 10 for information on the AR Facility.

Page 16 of 20

Changes in the fair value of the DPP comprises the following:

	2024
Balance, January 1	$	107,743
Additions to DPP		14,473
Collections on DPP		(33,918	)
Fair value adjustment		(5	)
Foreign exchange and other		(594	)
Balance, March 31	$	87,699

Interest rate swaps

The Company has entered into interest rate swap agreements (“IRS”) to convert floating interest on US dollar denominated debt to fixed interest rates. The interest rate swaps are measured at fair value and are included in Other assets on the consolidated balance sheets. The table below summarizes the details of the interest rate swaps in place as at March 31, 2024.

	Effective	Maturity	Notional Amount	Interest rates
	Date	Date	of US dollar debt	Floating	Fixed
2022 IRS A	July 15, 2022	May 27, 2027	$150,000	SOFR	2.8020%
2022 IRS B	December 21, 2022	May 27, 2027	$250,000	SOFR	3.5920%
2023 IRS A	April 28, 2023	May 27, 2027	$100,000	SOFR	3.7250%
2023 IRS B	December 5, 2023	May 27, 2027	$100,000	SOFR	4.0000%

2022 IRS A, 2022 IRS B, 2023 IRS A and 2023 IRS B (collectively the “Designated IRSs”) are being accounted for as cash flow hedges and are measured at fair value on the consolidated balance sheets. Gains or losses on the Designated IRSs, which are determined to be effective as hedges, are reported in accumulated other comprehensive income (“AOCI”). As at March 31, 2024, unrealized gains of $12,424 (December 31, 2023 - $2,805) on the Designated IRSs were included in AOCI.

Contingent acquisition consideration

The inputs to the measurement of the fair value of contingent consideration related to acquisitions are Level 3 inputs. The fair value measurements were made using a discounted cash flow model; significant model inputs were expected future operating cash flows (determined with reference to each specific acquired business) and discount rates (which range from 3.5% to 10.3%, with a weighted average of 6.0%). The wide range of discount rates is attributable to the level of risk related to economic growth factors combined with the length of the contingent payment periods; and the dispersion was driven by unique characteristics of the businesses acquired and the respective terms for these contingent payments. A 2% increase in the weighted average discount rate would reduce the fair value of contingent consideration by $800. See note 4 for discussion on contingent acquisition consideration.

Changes in the fair value of the contingent consideration liability comprises the following:

	2024
Balance, January 1	$	44,712
Fair value adjustments (note 6)		(3,253	)
Other		(616	)
Balance, March 31	$	40,843

Less: current portion	$	36,211
Non-current portion	$	4,632

The carrying amounts for cash, restricted cash, accounts receivable, accounts payable, advisor loans, other receivables and accrued liabilities approximate their estimated fair values due to the short-term nature of these instruments, unless otherwise indicated. The carrying value of the Company’s Revolving Credit Facility and other short-term borrowings approximate their estimated fair value due to their short-term nature and variable interest rate terms. These fair value measurements use a net present value approach; significant model inputs were expected future cash outflows and discount rates which are Level 3 inputs within the fair value hierarchy.

Page 17 of 20

The carrying amount and the estimated fair value of Senior Notes is presented in the table below. Interest rate yield curves, interest rate indices and market prices (Level 2 inputs within the fair value hierarchy) are used in determining the fair value of the Senior Notes.

	March 31, 2024				December 31, 2023
	Carrying		Fair		Carrying		Fair
	amount		value		amount		value
Senior Notes	$	510,061	$	446,853	$	518,982	$	458,377

17.

Commitments and Contingencies

Claims and Litigation

In the normal course of operations, the Company is subject to routine claims and litigation incidental to its business. Litigation currently pending or threatened against the Company includes disputes with former employees and commercial liability claims related to services provided by the Company. The Company believes resolution of such proceedings, combined with amounts accrued, will not have a material impact on the Company’s financial condition or the results of operations.

Contingencies associated with US government sponsored enterprises

Colliers Mortgage is a lender in the Fannie Mae DUS Program. Commitments for the origination and subsequent sale and delivery of loans to Fannie Mae represent those mortgage loan transactions where the borrower has locked an interest rate and scheduled closing and the Company has entered into a mandatory delivery commitment to sell the loan to Fannie Mae. As discussed in note 16, the Company accounts for these commitments as derivatives recorded at fair value.

Colliers Mortgage is obligated to share in losses, if any, related to mortgages originated under the DUS Program. These obligations expose the Company to credit risk on mortgage loans for which the Company is providing underwriting, servicing, or other services under the DUS Program. Net losses on defaulted loans are shared with Fannie Mae based upon established loss-sharing ratios, and typically, the Company is subject to sharing up to one-third of incurred losses on loans originated under the DUS Program. As of March 31, 2024, the Company has funded and sold loans subject to such loss sharing obligations with an aggregate unpaid principal balance of approximately $5,213,000. As at March 31, 2024, the loss reserve was $12,807 (December 31, 2023 - $12,837) and was included within Other liabilities on the consolidated balance sheets.

Pursuant to its licenses with Fannie Mae, Ginnie Mae and the Department of Housing and Urban Development, Colliers Mortgage is required to maintain certain standards for capital adequacy which include minimum net worth and liquidity requirements. If it is determined at any time that Colliers Mortgage fails to maintain appropriate capital adequacy, the licensor reserves the right to terminate the Company’s servicing authority for all or some of the portfolio. As at March 31, 2024, Colliers Mortgage was in compliance with all such requirements.

Page 18 of 20

18.

Revenue

Disaggregated revenue

Colliers has disaggregated its revenue from contracts with customers by type of service and operating segment as presented in the following table.

OPERATING SEGMENT REVENUES
						Asia
		Americas		EMEA		Pacific		IM		Corporate		Consolidated

Three months ended March 31,

2024
Leasing	$	196,147	$	24,146	$	22,944	$	-	$	-	$	243,237
Capital Markets		99,145		16,080		23,508		-		-		138,733
E&D and Project management		164,107		49,859		26,080		-		-		240,046
Property management		82,327		21,227		29,157		-		-		132,711
Valuation and advisory		43,524		32,239		22,753		-		-		98,516
IM - Advisory and other		-		-		-		119,521		-		119,521
IM - Incentive Fees		-		-		-		3,000		-		3,000
Other		21,161		3,017		1,915		-		123		26,216
Total Revenue	$	606,411	$	146,568	$	126,357	$	122,521	$	123	$	1,001,980

2023
Leasing	$	188,420	$	25,636	$	24,331	$	-	$	-	$	238,387
Capital Markets		112,792		18,313		20,735		-		-		151,840
E&D and Project management		140,618		49,580		24,444		-		-		214,642
Property management		79,368		18,766		28,187		-		-		126,321
Valuation and advisory		41,348		29,424		19,450		-		-		90,222
IM - Advisory and other		-		-		-		120,746		-		120,746
IM - Incentive Fees		-		-		-		-		-		-
Other		19,005		1,652		2,946		-		142		23,745
Total Revenue	$	581,551	$	143,371	$	120,093	$	120,746	$	142	$	965,903

Revenue associated with the Company’s debt finance and loan servicing operations are outside the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”). During the three months ended March 31, 2024 - $4,449 of Capital Markets revenue (2023 - $9,793) and $11,400 of Other Revenue (2023 - $10,860) respectively, was excluded from the scope of ASC 606. Substantially all of these revenues were included within the Americas segment.

Contract balances

As at March 31, 2024, the Company had contract assets totaling $127,536 of which $109,633 was current ($103,080 as at December 31, 2023 - of which $83,389 was current). During the three months ended March 31, 2024, approximately 51% of the current contract assets were moved to accounts receivable or sold under the AR Facility (see note 10).

As at March 31, 2024, the Company had contract liabilities (all current) totaling $46,458 ($45,293 as at December 31, 2023). Revenue recognized for the three months ended March 31, 2024, totaled $38,190 (2023 - $17,352) that was included in the contract liability balance at the beginning of the year.

Certain constrained revenues may arise from services that began in a prior reporting period. Consequently, a portion of the revenues the Company recognizes in the current period may be partially related to the services performed in prior periods. Typically, less than 5% of Leasing and Capital Markets revenue recognized in a period had previously been constrained and substantially all investment management incentive fees recognized in the period were previously constrained.

Page 19 of 20

19.

Segmented information

Operating segments

Colliers has identified four reportable operating segments. Three segments are grouped geographically into Americas, Asia Pacific and EMEA. The IM segment operates in the Americas and EMEA. The groupings are based on the manner in which the segments are managed. Management assesses each segment’s performance based on operating earnings or operating earnings before depreciation and amortization. Corporate includes the costs of global administrative functions and the corporate head office.

OPERATING SEGMENTS
						Asia
	Americas		EMEA			Pacific		IM		Corporate			Consolidated

Three months ended March 31

2024
Revenues	$	606,411	$	146,568		$	126,357	$	122,521	$	123		$	1,001,980
Depreciation and amortization		21,557		7,230			3,028		18,038		655			50,508
Operating earnings (loss)		29,037		(20,461	)		11,540		38,880		(15,669	)		43,327

2023
Revenues	$	581,551	$	143,371		$	120,093	$	120,746	$	142		$	965,903
Depreciation and amortization		18,470		9,507			3,010		17,876		629			49,492
Operating earnings (loss)		32,870		(25,034	)		5,040		14,804		(5,536	)		22,144

Page 20 of 20

Geographic information

Revenues in each geographic region are reported by customer locations except for IM where revenues are reported by the location of the fund management.

GEOGRAPHIC INFORMATION
	Three months ended
	March 31
	2024		2023
United States
Revenues	$	580,506	$	568,215
Total long-lived assets		2,270,389		2,270,291

Canada
Revenues	$	101,540	$	95,916
Total long-lived assets		108,631		75,650

Euro currency countries
Revenues	$	81,911	$	86,395
Total long-lived assets		354,185		369,194

Australia
Revenues	$	51,617	$	52,600
Total long-lived assets		109,236		106,550

United Kingdom
Revenues	$	62,690	$	54,511
Total long-lived assets		517,545		526,082

China
Revenues	$	19,367	$	20,240
Total long-lived assets		7,192		6,720

Other
Revenues	$	104,349	$	88,026
Total long-lived assets		274,850		287,546

Consolidated
Revenues	$	1,001,980	$	965,903
Total long-lived assets		3,642,028		3,642,033

20.

Subsequent events

Acquisitions

On April 10, 2024, the Company completed the acquisition for a controlling interest in Colliers Philadelphia for a combined initial cash purchase price of $14,169. The acquisition will be accounted for using the acquisition method for business combinations.

Page 2 of 15

COLLIERS INTERNATIONAL GROUP INC.

Management’s discussion and analysis

For the three months ended March 31, 2024

(in US dollars)

May 6, 2024

The following management’s discussion and analysis (“MD&A”) should be read together with the unaudited interim consolidated financial statements and the accompanying notes of Colliers International Group Inc. (“we,” “us,” “our,” the “Company” or “Colliers”) for the three months ended March 31, 2024 and the Company’s audited consolidated financial statements and MD&A for the year ended December 31, 2023. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). All financial information herein is presented in United States dollars.

The Company has prepared this MD&A with reference to National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators (the “CSA”). Under the U.S./Canada Multijurisdictional Disclosure System, the Company is permitted to prepare this MD&A in accordance with the disclosure requirements of Canada, which requirements are different from those of the United States. This MD&A provides information for the three months ended March 31, 2024 and up to and including May 6, 2024.

Additional information about the Company can be found on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

This MD&A includes references to “internal revenue growth rate”, “Adjusted EBITDA”, “local currency revenue and Adjusted EBITDA growth rate”, “Adjusted EPS”, “free cash flow” and “assets under management (“AUM”)”, which are financial measures that are not calculated in accordance with GAAP. For a reconciliation of these non-GAAP measures to the most directly comparable GAAP financial measures, see “Reconciliation of non-GAAP financial measures”.

Consolidated review

Our consolidated revenues for the three months ended March 31, 2024 were $1.00 billion, an increase of 4% versus the prior year (4% in local currency). The increase was attributable to robust growth in Outsourcing & Advisory, partly offset by continued challenges in Capital Markets due to ongoing interest rate uncertainty and heightened geopolitical tensions. GAAP diluted net earnings per share were $0.26 as compared to a loss of $0.47 in the prior year. Adjusted EPS (see “Reconciliation of non-GAAP financial measures” below) were $0.77 relative to $0.86 in the prior year. The decrease was attributable to (i) higher depreciation expense; (ii) lower co-invest equity earnings in our Investment Management operations; (iii) higher income taxes; and (iv) the dilutive impact from the recently completed equity offering, partly offset by (i) higher operating earnings and (ii) lower interest expense attributable to debt paydown with proceeds from the equity offering. GAAP diluted net earnings per share and adjusted earnings per share for the three months ended March 31, 2024 were not significantly impacted by changes in foreign exchange rates.

In February 2024, the Company completed a $300 million bought deal public offering (the “Offering”) of 2,479,500 subordinate voting shares at a price of $121.00 per subordinate voting share. The net proceeds of $286.9 million from the Offering, were used to repay balances outstanding on the Company’s Revolving Credit Facility (the “Revolving Credit Facility”), creating additional capacity to fund potential future acquisition opportunities and growth initiatives.

In April 2024, the Company acquired its affiliate in Philadelphia, a commercial real estate services firm with 130 professionals in the US mid-Atlantic region providing landlord agency, tenant representation, investment sales brokerage and property management services.

Page 3 of 15

Consolidated revenues by line of service

	Three months ended				Change			Change
(in thousands of US$)	March 31				in US$			in LC
(LC = local currency)	2024		2023		%			%

Outsourcing & Advisory	$	497,489	$	454,930		9	%		9	%
Investment Management ⁽¹⁾		122,521		120,746		1	%		1	%
Leasing		243,237		238,387		2	%		2	%
Capital Markets		138,733		151,840		-9	%		-8	%
Total revenues	$	1,001,980	$	965,903		4	%		4	%

^{(1) Investment Management local currency revenues, excluding pass-through carried interest, were down 1% for the three months ended March 31, 2024.}

Results of operations – three months ended March 31, 2024

For the three months ended March 31, 2024, revenues were $1.00 billion, up 4% relative to the prior year quarter (4% in local currency) on growth in Outsourcing & Advisory led by Engineering and Project Management, partly offset by a decline in Capital Markets. Internally generated revenues were up 2% while acquisitions contributed 2% to local currency revenue growth.

Operating earnings for the first quarter were $43.3 million versus $22.1 million in the prior year quarter. The operating earnings margin was 4.3% as compared to 2.3% in the prior year quarter, primarily attributable to (i) elevated Capital Markets revenues in Asia, particularly in Japan; (ii) the favourable impact of recent acquisitions; and (iii) lower contingent acquisition consideration expense related to recent acquisitions. Adjusted EBITDA (see “Reconciliation of non-GAAP financial measures” below) of $108.7 million was up 4% versus $104.6 million reported in the prior year quarter primarily attributable to the factors noted above. The Adjusted EBITDA margin was 10.8% in the quarter, flat compared to the prior year quarter.

Depreciation expense was $15.4 million relative to $12.6 million in the prior year quarter with the increase attributable to increased investments in software and the impact of recent business acquisitions.

Amortization expense was $35.1 million, versus $36.8 million recorded in the prior year quarter.

Net interest expense was $19.9 million, versus $22.8 million recorded in the prior year quarter with the proceeds from the Offering used to pay down floating rate debt in our Revolving Credit Facility. The average interest rate on debt during the period was 4.8%, relative to 4.2% in the prior year quarter.

Consolidated income tax expense for the quarter was $10.0 million, relative to $3.5 million in the prior year quarter. The current quarter’s effective tax rate of 41.4% versus 134.5% in the prior year quarter. Both the current and prior year period tax rate was impacted by the amortization of intangible assets and contingent acquisition consideration associated with an investment in the United Kingdom on which no tax benefit could be recognized.

Net earnings for the quarter were $14.1 million versus a net loss of $0.9 million in the prior year quarter.

Revenues in the Americas region totalled $606.4 million, up 4% (4% in local currency) versus $581.6 million in the prior year quarter attributable to higher Outsourcing & Advisory and Leasing revenues as well as the favourable impact of recent acquisitions. As expected, Capital Markets revenues were impacted by ongoing interest rate uncertainty. Adjusted EBITDA was $54.9 million, up 2% (2% in local currency) relative to the prior year quarter on higher revenues. The GAAP operating earnings were $29.0 million, relative to $32.9 million in the prior year quarter.

EMEA region revenues totalled $146.6 million, up 2% (down 1% in local currency) compared to $143.4 million in the prior year quarter, attributable to lower transactional activity, particularly in Germany, partly offset by solid growth in Outsourcing & Advisory. Foreign exchange tailwinds positively impacted revenue growth by 3%. Adjusted EBITDA was a loss of $12.0 million compared to a loss of $11.3 million in the prior year quarter. The GAAP operating loss was $20.5 million compared to $25.0 million in the prior year quarter.

Page 4 of 15

Revenues in the Asia Pacific region totalled $126.4 million, up 5% (9% in local currency), compared to $120.1 million in the prior year quarter. Revenue growth was driven by recent acquisitions and elevated Capital Markets activity in several markets in Asia, especially Japan. Foreign exchange headwinds negatively impacted revenue growth by 4%. Adjusted EBITDA was $14.6 million, up 81% (88% in local currency) primarily on changes in service mix. The GAAP operating earnings were $11.5 million, versus $5.0 million in the prior year quarter.

Investment Management revenues were $122.5 million relative to $120.7 million in the prior year quarter, up 1% (1% in local currency). Passthrough revenues from historical carried interest were $3.0 million versus nil in the prior year quarter. Excluding the impact of carried interest, revenue was essentially flat with the prior year (down 1% (1% in local currency)) due to softer fundraising activity as well as modest valuation adjustments to assets in perpetual funds. Adjusted EBITDA was $52.9 million, down 4% (4% in local currency) compared to the prior year quarter because of increased investments in new products and strategies, and enhanced distribution capabilities primarily in the Middle East. The GAAP operating earnings were $38.9 million in the quarter versus $14.8 million in the prior year quarter. AUM was $96.3 billion as of March 31, 2024 compared to $98.2 billion as of December 31, 2023 and was primarily impacted by modest unrealized valuation adjustments, which were less than benchmark indices.

Unallocated global corporate costs as reported in Adjusted EBITDA were $1.6 million in the first quarter, relative to $0.9 million in the prior year quarter. The corporate GAAP operating loss for the quarter was $15.7 million, versus $5.5 million in the first quarter of 2023.

Page 5 of 15

Summary of quarterly results

The following table sets forth our quarterly consolidated results of operations data. The information in the table below has been derived from unaudited interim consolidated financial statements that, in management’s opinion, have been prepared on a consistent basis and include all adjustments necessary for a fair presentation of information. The information below is not necessarily indicative of results for any future quarter.

Summary of quarterly results - years ended December 31, 2024, 2023 and 2022
(in thousands of US$, except per share amounts)

		Q1			Q2			Q3		Q4

Year ended December 31, 2024
Revenues	$	1,001,980
Operating earnings		43,327
Net earnings		14,136
Basic net earnings per common share		0.26
Diluted net earnings per common share		0.26

Year ended December 31, 2023
Revenues	$	965,903		$	1,078,038		$	1,056,032	$	1,235,168
Operating earnings		22,144			75,262			70,899		132,630
Net earnings (loss)		(907	)		35,001			29,376		81,221
Basic net earnings (loss) per common share		(0.47	)		(0.15	)		0.53		1.42
Diluted net earnings (loss) per common share		(0.47	)		(0.16	)		0.53		1.42

Year ended December 31, 2022
Revenues	$	1,000,912		$	1,127,846		$	1,108,324	$	1,222,405
Operating earnings		40,834			103,850			84,030		103,782
Net earnings		21,317			66,731			44,524		61,972
Basic net earnings (loss) per common share		(0.42	)		0.70			0.28		0.52
Diluted net earnings (loss) per common share		(0.42	)		0.67			0.27		0.51

Other data ¹
Adjusted EBITDA - 2024	$	108,695
Adjusted EBITDA - 2023		104,623		$	147,080		$	144,912	$	198,378
Adjusted EBITDA - 2022		121,461			161,313			145,065		202,686
Adjusted EPS - 2024		0.77
Adjusted EPS - 2023		0.86			1.31			1.19		2.00
Adjusted EPS - 2022		1.44			1.84			1.41		2.31

¹ See "Reconciliation of non-GAAP financial measures"

Seasonality and quarterly fluctuations

The Company historically generates peak revenues and earnings in the month of December followed by a low in January and February as a result of the timing of closings on Capital Markets transactions. Revenues and earnings during the balance of the year are relatively even. Capital Markets operations comprised 16% of consolidated annual revenues for 2023. Variations can be caused by business acquisitions which alter the consolidated service mix.

Page 6 of 15

Outlook for 2024

The Company is maintaining its outlook for 2024:

Measure	Actual 2023	2024 Outlook
Revenue growth	-3%	+5% to +10%
Adjusted EBITDA growth	-6%	+5% to +15%
Adjusted EPS growth	-23%	+10% to +20%

The financial outlook is based on the Company’s best available information as of the date of this MD&A, and remains subject to change based on numerous macroeconomic, geopolitical, health, social and related factors. Continued interest rate volatility and/or lack of credit availability for commercial real estate transactions could materially impact the outlook.

Liquidity and capital resources

Net cash used in operating activities for the three months ended March 31, 2024 was $137.6 million, versus $132.6 million in the prior year. The decrease in cash from operations was driven primarily by a modest increase in working capital usage attributable to timing as well as higher contingent acquisition consideration paid. We believe that cash from operations and other existing resources, including our $1.75 billion multi-currency Revolving Credit Facility, will continue to be adequate to satisfy the ongoing working capital needs of the Company.

For the three months ended March 31, 2024, capital expenditures were $16.9 million (March 31, 2023 - $18.9 million). Capital expenditures for the year ending December 31, 2024 are expected to be between $75-$80 million (December 31, 2023 - $84.5 million) and expected to be funded by cash on hand.

Net indebtedness is considered a supplementary financial measure and as of March 31, 2024 was $1.19 billion ($1.32 billion as of December 31, 2023, $1.44 billion as of March 31, 2023). Net indebtedness is calculated as the current and non-current portion of long-term debt (excluding the Convertible Notes and warehouse credit facilities, in accordance with our debt agreements) less cash and cash equivalents. As of March 31, 2024, the Company’s financial leverage ratio expressed in terms of net debt to pro forma Adjusted EBITDA, as defined in our debt agreements, was 2.0x (2.2x as of December 31, 2023, 2.2x as of March 31, 2023), relative to a maximum of 3.5x permitted under our debt agreements. We were in compliance with the covenants contained in our debt agreements as of March 31, 2024 and, based on our outlook for 2024, we expect to remain in compliance with these covenants.

The Company’s Revolving Credit Facility matures in May 2027. The Revolving Credit Facility is sustainability-linked and includes pricing adjustments tied to achievements of performance targets over time aligned with Colliers’ Elevate the Built Environment framework available on corporate.colliers.com. These targets include: (i) reducing greenhouse gas emissions consistent with the Science-Based Targets initiative (“SBTi”); (ii) increasing female representation in management roles and (iii) ensuring Colliers-occupied offices obtain the WELL Health-Safety certification.

During the quarter, proceeds from the Offering were used to pay down outstanding balances under the Revolving Credit Facility. As of March 31, 2024, the Company had $914.3 million of unused credit under the Revolving Credit Facility.

Colliers Mortgage utilizes warehouse credit facilities for the purpose of funding warehouse receivables. Warehouse receivables represent mortgage loans receivable, the majority of which are offset by borrowings under warehouse credit facilities which fund loans that financial institutions have committed to purchase. The warehouse credit facilities are excluded from the financial leverage calculations under our debt agreements.

The Company’s accounts receivable facility (the “AR Facility”) (which includes selected US and Canadian trade accounts receivable) with two third-party financial institutions has committed availability of $200 million with maturity at October 24, 2024. The AR Facility is recorded as a sale of accounts receivable, and accordingly sold receivables are derecognized from the consolidated balance sheet. The AR Facility results in a decrease to our borrowing costs. As of March 31, 2024, the Company’s draw under the AR Facility was $180.1 million.

During 2023, the Company acquired warehouse fund assets located in Europe and the US, some of which were transferred to the respective funds during the year (see note 5 in our interim consolidated financial statements). During the three months ended March 31, 2024, the Company acquired a real asset in the US while also divesting an investment from 2023 with de minimis gain. The Company recorded the corresponding assets and liabilities on the consolidated balance sheet. We expect to enter into similar transactions from time to time in the future to facilitate the formation of new Investment Management funds.

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The Company pays semi-annual dividends in cash after the end of the second and fourth quarters to shareholders of record on the last business day of the quarter. The Company’s policy is to pay dividends on its common shares in the future, subject to the discretion of our Board of Directors. On December 5, 2023, the Company’s Board of Directors declared a semi-annual dividend of $0.15 per share to shareholders of record on December 29, 2023, paid on January 12, 2024. Total common share dividends paid by the Company during the three months ended March 31, 2024 were $7.1 million.

During the three months ended March 31, 2024, the Company invested cash in acquisitions as follows: $3.2 million in purchases of redeemable non-controlling interest and $2.7 million in contingent consideration payments. All acquisitions during the year were funded from borrowings on the Revolving Credit Facility and cash on hand (See note 4 in our consolidated financial statements). The Company expects to fund any future acquisitions from borrowings on the Revolving Credit Facility and cash on hand.

As at March 31, 2024, in relation to acquisitions completed during the past three years, we have outstanding contingent consideration, assuming all contingencies are satisfied and payment is due in full, totalling $401.1 million (December 31, 2023 - $404.5 million). Unless it contains an element of compensation, contingent consideration is recorded at fair value each reporting period. The fair value recorded on the consolidated balance sheet as at March 31, 2024 was $40.8 million (December 31, 2023 - $44.7 million). Contingent consideration with a compensatory element is revalued at each reporting period and recognized on a straight-line basis over the term of the contingent consideration arrangement. The liability recorded on the consolidated balance sheet for the compensatory element of contingent consideration arrangements as at March 31, 2024 was $87.3 million (December 31, 2023 - $90.5 million). The contingent consideration is based on achieving specified earnings levels and is paid or payable after the end of the relevant contingency periods, which extend to September 2028. We estimate that approximately 86% of the contingent consideration outstanding as of March 31, 2024 will ultimately be paid.

The following table summarizes our contractual obligations as at March 31, 2024:

Contractual obligations	Payments due by period
(in thousands of US$)			Less than						After
	Total		1 year		1-3 years		4-5 years		5 years

Long-term debt	$	1,344,152	$	11,244	$	207	$	1,048,724	$	283,977
Warehouse credit facilities		21,403		21,403		-		-		-
Liabilities related to warehouse		84,545		-		84,545		-		-
fund assets
Interest on long-term debt ⁽¹⁾		71,368		12,456		23,312		19,032		16,568
Finance lease obligations		6,224		1,661		3,296		1,267		-
Contingent acquisition consideration⁽²⁾		40,843		36,211		4,512		-		120
Operating leases obligations		670,463		110,167		171,620		129,363		259,313
Purchase commitments		64,576		31,847		20,640		2,942		9,147
Co-investment Commitments		43,179		43,179		-		-		-
Total contractual obligations	$	2,346,753	$	268,168	$	308,132	$	1,201,328	$	569,125

(1)

Figures do not include interest payments for borrowings under the Revolving Credit Facility. Assuming the Revolving Credit Facility is held until maturity, using current interest rate, we estimate that we will make $183.8 million of interest payments, $58.2 million of which will be made in the next 12 months.

(2)

Estimated fair value as at March 31, 2024.

At March 31, 2024, we had commercial commitments totaling $24.9 million comprised of letters of credit and bank guarantees outstanding due to expire within one year.

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Redeemable non-controlling interests

In most operations where managers or employees are also non-controlling owners, the Company is party to shareholders’ agreements. These agreements allow us to “call” the redeemable non-controlling interests (“RNCI”) at a value determined with the use of a formula price, which is in most cases equal to a multiple of trailing two-year average earnings, less debt. Non-controlling owners may also “put” their interest to the Company at the same price, with certain limitations including (i) the inability to “put” more than 25% to 50% of their holdings in any twelve-month period and (ii) the inability to “put” any holdings for at least one year after the date of our initial acquisition of the business or the date the non-controlling shareholder acquired their interest, as the case may be.

The total value of the RNCI (the “redemption amount”), as calculated in accordance with shareholders’ agreements, was $920.4 million as of March 31, 2024 (December 31, 2023 - $943.2 million). The amount recorded on our balance sheet under the caption “redeemable non-controlling interests” is the greater of (i) the redemption amount (as above) or (ii) the amount initially recorded as RNCI at the date of inception of the minority equity position. As at March 31, 2024, the RNCI recorded on the balance sheet was $1.06 billion (December 31, 2023 - $1.07 billion). The purchase prices of the RNCI may be paid in cash or in Subordinate Voting Shares of Colliers.

Critical accounting estimates

Critical accounting estimates are those that we deem to be most important to the portrayal of our financial condition and results of operations, and that require management’s most difficult, subjective or complex judgments due to the need to make estimates about the effects of matters that are inherently uncertain. We have identified six critical accounting estimates, which are discussed below.

Revenue recognition. We earn revenues from Leasing and Capital Markets brokerage transaction commissions, advisory fees, debt finance fees, property management fees, project management fees, engineering and design fees, loan servicing fees and investment management fees (including carried interest). Some of the contractual terms related to the process of earning revenue from these sources, including potentially contingent events, can be complex and may require us to make judgments about the timing of when we should recognize revenue and whether revenue should be reported on a gross basis or net basis. Changes in judgments could result in a change in the period in which revenues are reported, or in the amounts of revenue and cost of revenue reported.

Goodwill. Goodwill impairment testing involves assessing whether events have occurred that would indicate potential impairment and making estimates concerning the fair values of reporting units and then comparing the fair value to the carrying amount of each unit. The determination of what constitutes a reporting unit requires significant management judgment. We have four reporting units, consistent with our four operating segments. Goodwill is attributed to the reporting units at the time of acquisition. Estimates of fair value can be impacted by changes in the business environment, prolonged economic downturns or declines in the market value of the Company’s own shares and therefore require significant management judgment in their determination. When events have occurred that would suggest a potential decrease in fair value, the determination of fair value is calculated with reference to a discounted cash flow model which requires management to make certain estimates. The most sensitive estimates are estimated future cash flows and the discount rate applied to future cash flows. Changes in these assumptions could result in a materially different fair value.

Business combinations. The determination of fair values of assets acquired and liabilities assumed in business combinations requires the use of estimates and management judgment, particularly in determining fair values of intangible assets acquired. For example, if different assumptions were used regarding the profitability and expected attrition rates of acquired customer relationships or forecasted committed capital and assets under management related to asset management contracts, different amounts of intangible assets and related amortization could be reported.

Contingent acquisition consideration. Contingent consideration is required to be measured at fair value at the acquisition date and at each balance sheet date until the contingency expires or is settled. The fair value at the acquisition date is a component of the purchase price; subsequent changes in fair value are reflected in earnings. Most acquisitions made by us have a contingent consideration feature, which is usually based on the acquired entity’s profitability (measured in terms of Adjusted EBITDA) during a one to five year period after the acquisition date. Significant estimates are required to measure the fair value of contingent consideration, including forecasting profits for the contingency period and the selection of an appropriate discount rate.

Page 9 of 15

Mortgage servicing rights (“MSRs”). MSRs, or the rights to service mortgage loans for others, result from the sale or securitization of loans originated by the Company and are recognized as intangible assets on the consolidated balance sheet. The Company initially recognizes MSRs based on the fair value of these rights on the date the loans are sold. Subsequent to initial recognition, MSRs are amortized and carried at the lower of amortized cost or fair value. They are amortized in proportion to and over the estimated period that net servicing income is expected to be received based on projections and timing of estimated future net cash flows.

Allowance for credit loss reserves. Colliers Mortgage is obligated to share in losses, if any, related to mortgages originated under the Fannie Mae Delegated Underwriting and Servicing (“DUS”) Program. These obligations expose the Company to credit risk on mortgage loans for which the Company is providing underwriting, servicing, or other services under the DUS Program. Net losses on defaulted loans are shared with Fannie Mae based upon established loss-sharing ratios, and typically, the Company is subject to sharing up to one-third of incurred losses on loans originated under the DUS Program. As of March 31, 2024, the Company has funded and sold loans subject to such loss sharing obligations with an aggregate unpaid principal balance of approximately $5.2 billion. As at March 31, 2024, the loss reserve was $12.8 million (December 31, 2023 - $12.8 million) and was included within Other liabilities on the consolidated balance sheet.

Reconciliation of non-GAAP financial measures

In this MD&A, we make reference to certain financial measures that are not calculated in accordance with GAAP.

Adjusted EBITDA is defined as net earnings, adjusted to exclude: (i) income tax; (ii) other expense (income); (iii) interest expense; (iv) depreciation and amortization, including amortization of mortgage servicing rights (“MSRs”); (v) gains attributable to MSRs; (vi) acquisition-related items (including contingent acquisition consideration fair value adjustments, contingent acquisition consideration-related compensation expense and transaction costs); (vii) restructuring costs and (viii) stock-based compensation expense. We use Adjusted EBITDA to evaluate our own operating performance and our ability to service debt, as well as an integral part of our planning and reporting systems. Additionally, we use this measure in conjunction with discounted cash flow models to determine the Company’s overall enterprise valuation and to evaluate acquisition targets. We present Adjusted EBITDA as a supplemental measure because we believe such measure is useful to investors as a reasonable indicator of operating performance because of the low capital intensity of the Company’s service operations. We believe this measure is a financial metric used by many investors to compare companies, especially in the services industry. This measure is not a recognized measure of financial performance under GAAP in the United States, and should not be considered as a substitute for operating earnings, net earnings or cash flow from operating activities, as determined in accordance with GAAP. Our method of calculating Adjusted EBITDA may differ from other issuers and accordingly, this measure may not be comparable to measures used by other issuers. A reconciliation of net earnings to Adjusted EBITDA appears below.

	Three months ended
	March 31
(in thousands of US$)	2024			2023

Net earnings (loss)	$	14,136		$	(907	)
Income tax		9,970			3,539
Other income, including equity earnings from non-consolidated investments		(651	)		(3,320	)
Interest expense, net		19,872			22,832
Operating earnings		43,327			22,144
Depreciation and amortization		50,508			49,492
Gains attributable to MSRs		(1,315	)		(3,035	)
Equity earnings from non-consolidated investments		436			3,154
Acquisition-related items		1,940			26,468
Restructuring costs		7,111			743
Stock-based compensation expense		6,688			5,657
Adjusted EBITDA	$	108,695		$	104,623

Page 10 of 15

Adjusted EPS is defined as diluted net earnings per share adjusted for the effect, after income tax, of: (i) the non-controlling interest redemption increment; (ii) amortization expense related to intangible assets recognized in connection with acquisitions and MSRs; (iii) gains attributable to MSRs; (iv) acquisition-related items; (v) restructuring costs and (vi) stock-based compensation expense. We believe this measure is useful to investors because it provides a supplemental way to understand the underlying operating performance of the Company and enhances the comparability of operating results from period to period. Adjusted EPS is not a recognized measure of financial performance under GAAP, and should not be considered as a substitute for diluted net earnings per share from continuing operations, as determined in accordance with GAAP. Our method of calculating this non-GAAP measure may differ from other issuers and, accordingly, this measure may not be comparable to measures used by other issuers. A reconciliation of net earnings to adjusted net earnings and of diluted net earnings per share to adjusted EPS appears below.

Similar to GAAP diluted EPS, Adjusted EPS is calculated using the “if-converted” method of calculating earnings per share in relation to the Convertible Notes, which were fully converted or redeemed by June 1, 2023. As such, the interest (net of tax) on the Convertible Notes is added to the numerator and the additional shares issuable on conversion of the Convertible Notes are added to the denominator of the earnings per share calculation to determine if an assumed conversion is more dilutive than no assumption of conversion. The “if-converted” method is used if the impact of the assumed conversion is dilutive. The “if-converted” method is dilutive for the Adjusted EPS calculation for all periods where the Convertible Notes were outstanding.

	Three months ended
	March 31
(in thousands of US$)	2024			2023

Net earnings (loss)	$	14,136		$	(907	)
Non-controlling interest share of earnings		(8,921	)		(10,941	)
Interest on Convertible Notes		-			2,300
Amortization of intangible assets		35,086			36,843
Gains attributable to MSRs		(1,315	)		(3,035	)
Acquisition-related items		1,940			26,468
Restructuring costs		7,111			743
Stock-based compensation expense		6,688			5,657
Income tax on adjustments		(11,127	)		(11,348	)
Non-controlling interest on adjustments		(6,130	)		(5,153	)
Adjusted net earnings	$	37,468		$	40,627

	Three months ended
	March 31
(in US$)	2024			2023

Diluted net earnings (loss) per common share⁽¹⁾	$	0.26		$	(0.42	)
Interest on Convertible Notes, net of tax		-			0.04
Non-controlling interest redemption increment		(0.15	)		0.17
Amortization expense, net of tax		0.47			0.48
Gains attributable to MSRs, net of tax		(0.01	)		(0.04	)
Acquisition-related items		(0.02	)		0.52
Restructuring costs, net of tax		0.11			0.01
Stock-based compensation expense, net of tax		0.11			0.10
Adjusted EPS	$	0.77		$	0.86

Diluted weighted average shares for Adjusted EPS (thousands)		48,845			47,422

⁽¹⁾ Amounts shown reflect the "if-converted" method's dilutive impact on the Adjusted EPS calculation.

We believe that the presentation of Adjusted EBITDA and Adjusted earnings per share, which are non-GAAP financial measures, provides important supplemental information to management and investors regarding financial and business trends relating to the Company’s financial condition and results of operations. We use these non-GAAP financial measures when evaluating operating performance because we believe that the inclusion or exclusion of the items described above, for which the amounts are non-cash or non-recurring in nature, provides a supplemental measure of our operating results that facilitates comparability of our operating performance from period to period, against our business model objectives, and against other companies in our industry. We have chosen to provide this information to investors so they can analyze our operating results in the same way that management does and use this information in their assessment of our core business and the valuation of the Company. Adjusted EBITDA and adjusted earnings per share are not calculated in accordance with GAAP, and should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect all of the costs or benefits associated with the operations of our business as determined in accordance with GAAP. As a result, investors should not consider these measures in isolation or as a substitute for analysis of our results as reported under GAAP.

Page 11 of 15

Percentage revenue and AEBITDA variances presented on a local currency basis are calculated by translating the current period results of our non-US dollar denominated operations to US dollars using the foreign currency exchange rates from the periods against which the current period results are being compared. Percentage revenue variances presented on an internal growth basis are calculated assuming no impact from acquired entities in the current and prior periods. Revenue from acquired entities, including any foreign exchange impacts, are treated as acquisition growth until the respective anniversaries of the acquisitions. We believe that these revenue growth rate methodologies provide a framework for assessing the Company’s performance and operations excluding the effects of foreign currency exchange rate fluctuations and acquisitions. Since these revenue growth rate measures are not calculated under GAAP, they may not be comparable to similar measures used by other issuers.

Adjusted EBITDA from recurring revenue percentage is computed on a trailing twelve-month basis and represents the proportion of Adjusted EBITDA that is derived from Outsourcing & Advisory and Investment Management service lines. Both these service lines represent medium to long-term duration revenue streams that are either contractual or repeatable in nature. Adjusted EBITDA for this purpose is calculated in the same manner as for our debt agreement covenant calculation purposes, incorporating the expected full year impact of business acquisitions and dispositions.

Free cash flow is defined as net cash flow from operating activities plus contingent acquisition consideration paid, less purchases of fixed assets, plus cash collections on AR Facility deferred purchase price less distributions to non-controlling interests. We use free cash flow as a measure to evaluate and monitor operating performance as well as our ability to service debt, fund acquisitions and pay dividends to shareholders. We present free cash flow as a supplemental measure because we believe this measure is a financial metric used by many investors to compare valuation and liquidity measures across companies, especially in the services industry. This measure is not a recognized measure of financial performance under GAAP in the United States, and should not be considered as a substitute for operating earnings, net earnings or cash flow from operating activities, as determined in accordance with GAAP. Our method of calculating free cash flow may differ from other issuers and accordingly, this measure may not be comparable to measures used by other issuers. A reconciliation of net cash flow from operating activities to free cash flow appears below.

	Three months ended
	March 31
(in thousands of US$)	2024			2023

Net cash used in operating activities	$	(137,615	)	$	(132,568	)
Contingent acquisition consideration paid		2,738			272
Purchase of fixed assets		(16,873	)		(18,883	)
Cash collections on AR Facility deferred purchase price		33,918			30,772
Distributions paid to non-controlling interests		(10,306	)		(11,061	)
Free cash flow	$	(128,138	)	$	(131,468	)

We use the term assets under management (“AUM”) as a measure of the scale of our Investment Management operations. AUM is defined as the gross market value of operating assets and the projected gross cost of development assets of the funds, partnerships and accounts to which we provide management and advisory services, including capital that such funds, partnerships and accounts have the right to call from investors pursuant to capital commitments. Our definition of AUM may differ from those used by other issuers and as such may not be directly comparable to similar measures used by other issuers.

Page 12 of 15

Recently adopted accounting guidance

Reference Rate Reform

Recently issued accounting guidance, not yet adopted

Improvements to Reportable Segment Disclosures

Improvements to Income Tax Disclosures

Financial instruments

We use financial instruments as part of our strategy to manage the risk associated with interest rates and currency exchange rates. We do not use financial instruments for trading or speculative purposes. In December 2018 (amended in May 2022), the Company entered into interest rate swap agreements to convert the SOFR floating interest rate on $100.0 million of US dollar denominated debt into a fixed interest rate of 2.6026% plus the applicable margin. These swaps matured on April 30, 2023.

In July and December 2022, the Company entered into similar interest rate swap agreements (the “2022 IRS”) to hedge an additional $150.0 million and $250.0 million of US dollar borrowings under the Revolving Credit Facility at fixed interest rates of 2.8020% and 3.5920%, respectively. In April 2023 and December 2023, the Company entered into another similar swap agreement (the “2023 IRS”) to hedge an additional $100.0 million and $100.0 million of US dollar borrowings under the Revolving Credit Facility at a fixed interest rate of 3.7250% and 4.000%, respectively. The 2022 IRS and 2023 IRS have a maturity of May 27, 2027. The swaps are measured at fair value on the consolidated balance sheet. Gains or losses on the 2022 IRS and 2023 IRS, which are determined to be effective as hedges, are reported in other comprehensive income.

Financial instruments involve risks, such as the risk that counterparties may fail to honor their obligations under these arrangements. If we have financial instruments outstanding and such events occur, our results of operations and financial position may be adversely affected.

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Transactions with related parties

As at March 31, 2024, the Company had $2.4 million of loans receivable from shareholders of subsidiaries (December 31, 2023 - $2.8 million). The majority of the loans receivable represent amounts to finance the sale of non-controlling interests in subsidiaries to senior managers. The loans are of varying principal amounts and interest rates which range from nil to 7.48%. These loans are due on demand or mature on various dates up to 2032 but are open for repayment without penalty at any time.

Outstanding share data

The authorized capital of the Company consists of an unlimited number of preference shares, issuable in series, an unlimited number of Subordinate Voting Shares and an unlimited number of Multiple Voting Shares. The holders of Subordinate Voting Shares are entitled to one vote in respect of each Subordinate Voting Share held at all meetings of the shareholders of the Company. The holders of Multiple Voting Shares are entitled to twenty votes in respect of each Multiple Voting Share held at all meetings of the shareholders of the Company. Each Multiple Voting Share is convertible into one Subordinate Voting Share at any time at the election of the holders thereof.

As of the date hereof, the Company has outstanding 48,905,682 Subordinate Voting Shares and 1,325,694 Multiple Voting Shares. In addition, as at the date hereof 3,039,750 Subordinate Voting Shares are issuable upon exercise of options granted under the Company’s stock option plan.

On July 17, 2023, the Company announced a Normal Course Issuer Bid (“NCIB”) effective from July 20, 2023 to July 19, 2024. The Company may repurchase up to 4,000,000 Subordinate Voting Shares on the open market pursuant to the NCIB.

Canadian tax treatment of common share dividends

For the purposes of the enhanced dividend tax credit rules contained in the Income Tax Act (Canada) and any corresponding provincial and territorial tax legislation, all dividends (and deemed dividends) paid by us to Canadian residents on our Subordinate Voting Shares and Multiple Voting Shares are designated as “eligible dividends”. Unless stated otherwise, all dividends (and deemed dividends) paid by us hereafter are designated as “eligible dividends” for the purposes of such rules.

Disclosure controls and procedures

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted by us under U.S. and Canadian securities legislation is recorded, processed, summarized and reported within the time periods specified in those rules, and include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted by us under U.S. and Canadian securities legislation is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to permit timely decisions regarding required disclosure. The Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in the rules of the U.S. Securities and Exchange Commission and the Canadian Securities Administrators, as at March 31, 2024. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as at March 31, 2024.

Changes in internal control over financial reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Any system of internal control over financial reporting, no matter how well-designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Management has used the Committee of Sponsoring Organizations of the Treadway Commission (COSO) 2013 framework to evaluate the effectiveness of our internal control over financial reporting. Based on this assessment, management has concluded that as at March 31, 2024, our internal control over financial reporting was effective.

During the three months ended March 31, 2024, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Legal proceedings

There are no legal proceedings to which Colliers is a party to, or in respect of which, any of the property of Colliers is the subject of, which is or was material to Colliers during 2024, and Colliers is not aware of any such legal proceedings that are contemplated. In the normal course of operations, Colliers is subject to routine immaterial claims and litigation incidental to its business. Litigation currently pending or threatened against Colliers includes disputes with former employees and commercial liability claims related to services provided by Colliers. Colliers believes resolution of such proceedings, combined with amounts set aside, will not have a material impact on the Company’s financial condition or the results of operations.

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Forward-looking statements and risks

This MD&A contains forward-looking statements with respect to expected financial performance, strategy and business conditions. The words “believe,” “anticipate,” “estimate,” “plan,” “expect,” “intend,” “may,” “project,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements reflect management's current beliefs with respect to future events and are based on information currently available to management. Forward-looking statements involve significant known and unknown risk and uncertainties. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Factors which may cause such differences include, but are not limited to those set out below and those set out in detail in the “Risk Factors” section of the Company’s Annual Information Form:

Economic conditions, especially as they relate to rising interest rates, commercial and consumer credit conditions and business spending, particularly in regions where our operations may be concentrated.

Rising inflation and its impact on compensation costs, hiring and retention of talent, and the Company’s ability to recover costs from our clients.

Political conditions, including political instability, any outbreak or escalation of hostilities, elections, referenda, trade policy changes, immigration policy changes and terrorism and the impact thereof on our business.

Commercial real estate and real asset values, vacancy rates and general conditions of financial liquidity for transactions.

The effect of significant movements in average capitalization rates across different property types.

A change in or loss of our relationship with US government agencies.

Defaults by borrowers on loans originated under the Fannie Mae DUS Program.

A reduction by clients in their reliance on outsourcing for their commercial real estate needs.

Competition in the markets served by the Company.

The impact of changes in the market value of assets under management on the performance of our Investment Management business.

A decline in our ability to fundraise in our Investment Management operations, or an increase in redemptions from our perpetual funds and separately managed accounts.

A decline in our ability to attract, recruit and retain talent.

A decline in our performance impacting our continued compliance with the financial covenants under our debt agreements, or our ability to negotiate a waiver of certain covenants with our lenders.

The effect of increases in interest rates on our cost of borrowing.

Unexpected increases in operating costs, such as insurance, workers’ compensation and health care.

Changes in the frequency or severity of insurance incidents relative to our historical experience.

The effects of changes in foreign exchange rates in relation to the US dollar on the Company’s Canadian dollar, Euro, Australian dollar and UK pound sterling denominated revenues and expenses.

A decline in our ability to identify and make acquisitions at reasonable prices and successfully integrate acquired operations.

Disruptions, cyber attacks or security failures in our information technology systems, and our ability to recover from such incidents.

The ability to comply with laws and regulations related to our global operations, including real estate and mortgage banking licensure, labour and employment laws and regulations, as well as the anti-corruption laws and trade sanctions.

Changes in climate and environment-related policies that directly impact our businesses.

Changes in government laws and policies at the federal, state/provincial or local level that directly impact our businesses.

We caution that the foregoing list is not exhaustive of all possible factors, as other factors could adversely affect our results, performance or achievements. The reader is cautioned against undue reliance on these forward-looking statements. Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in such forward-looking statements will be realized. The inclusion of such forward-looking statements should not be regarded as a representation by the Company or any other person that the future events, plans or expectations contemplated by the Company will be achieved. We note that past performance in operations and share price are not necessarily predictive of future performance. We disclaim any intention and assume no obligation to update or revise any forward-looking statement even if new information becomes available, as a result of future events or for any other reason.

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Additional information

Additional information about Colliers, including our Annual Information Form for the year ended December 31, 2023, is available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Further information about us can also be obtained at www.colliers.com.

Grafico Azioni Colliers (NASDAQ:CIGI)
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Da Ott 2024 a Nov 2024

Grafico Azioni Colliers (NASDAQ:CIGI)
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Da Nov 2023 a Nov 2024

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